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  4. [Form 4] PROSPERITY BANCSHARES INC Insider Trading Activity

PB insider updates holdings to 89,915 shares following sales

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Prosperity Bancshares (PB) director reported multiple open-market sales of common stock on 10/29/2025. Trades were executed at weighted-average prices including $63.9025, $65.7338, and $66.9467, with detailed price ranges noted in the footnotes.

After these transactions, the director beneficially owns 89,915 shares directly; 107,193 through a profit sharing plan; and 43,400 as trustee for an adult daughter. Additional indirect holdings include 2,000 by spouse, 8,820 as trustee of grandchildren’s trust, 3,720 by trust, and 70,070 via a limited partnership.

Positive

  • None.

Negative

  • None.
Insider HOLMES NED S
Role Director
Sold 1,100 shs ($72K)
Type Security Shares Price Value
Sale Common Stock 1 $62.77 $62.77
Sale Common Stock 232 $63.9025 $15K
Sale Common Stock 136 $65.7338 $9K
Sale Common Stock 131 $66.9467 $9K
Sale Common Stock 1 $62.77 $62.77
Sale Common Stock 246 $63.9192 $16K
Sale Common Stock 97 $65.808 $6K
Sale Common Stock 156 $66.9233 $10K
Sale Common Stock 5 $62.55 $312.75
Sale Common Stock 41 $63.9233 $3K
Sale Common Stock 24 $65.6588 $2K
Sale Common Stock 30 $66.87 $2K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 90,414 shares (Direct); Common Stock — 107,692 shares (Indirect, By profit sharing plan)
Footnotes (1)
  1. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $63.565 to $64.255 inclusive. The reporting person undertakes to provide Prosperity Bancshares, any security holder of Prosperity Bancshares or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (9) to this Form 4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.405 to $66.14 inclusive. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $66.81 to $67.11 inclusive. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $63.46 to $64.26 inclusive. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.255 to $66.14 inclusive. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $66.77 to $67.12 inclusive. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $63.47 to $64.20 inclusive. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.205 to $66.14 inclusive. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $66.615 to $67.125 inclusive.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HOLMES NED S
(Last) (First) (Middle)
80 SUGAR CREEK CENTER BLVD.
(Street)
SUGAR LAND TX 77478
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROSPERITY BANCSHARES INC [ PB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/29/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/29/2025 S 1 D $62.77 90,414 D
Common Stock 10/29/2025 S 232 D $63.9025(1) 90,182 D
Common Stock 10/29/2025 S 136 D $65.7338(2) 90,046 D
Common Stock 10/29/2025 S 131 D $66.9467(3) 89,915 D
Common Stock 10/29/2025 S 1 D $62.77 107,692 I By profit sharing plan
Common Stock 10/29/2025 S 246 D $63.9192(4) 107,446 I By profit sharing plan
Common Stock 10/29/2025 S 97 D $65.808(5) 107,349 I By profit sharing plan
Common Stock 10/29/2025 S 156 D $66.9233(6) 107,193 I By profit sharing plan
Common Stock 10/29/2025 S 5 D $62.55 43,495 I As trustee of SSH trust for adult daughter
Common Stock 10/29/2025 S 41 D $63.9233(7) 43,454 I As trustee of SSH trust for adult daughter
Common Stock 10/29/2025 S 24 D $65.6588(8) 43,430 I As trustee of SSH trust for adult daughter
Common Stock 10/29/2025 S 30 D $66.87(9) 43,400 I As trustee of SSH trust for adult daughter
Common Stock 2,000 I By spouse
Common Stock 8,820 I As trustee of granchildren's trust
Common Stock 3,720 I By trust
Common Stock 70,070 I By limited partnership
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $63.565 to $64.255 inclusive. The reporting person undertakes to provide Prosperity Bancshares, any security holder of Prosperity Bancshares or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (9) to this Form 4.
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.405 to $66.14 inclusive.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $66.81 to $67.11 inclusive.
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $63.46 to $64.26 inclusive.
5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.255 to $66.14 inclusive.
6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $66.77 to $67.12 inclusive.
7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $63.47 to $64.20 inclusive.
8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.205 to $66.14 inclusive.
9. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $66.615 to $67.125 inclusive.
/s/ Charlotte M. Rasche, as Attorney in Fact 10/31/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What date did PB's director sell shares?

The transactions occurred on 10/29/2025.

How many PB shares does the director own directly after the sales?

The director holds 89,915 shares directly.

What are the director’s indirect PB holdings after the sales?

Indirect holdings include 107,193 (profit sharing plan) and 43,400 (trustee for adult daughter), plus 2,000 (spouse), 8,820 (grandchildren’s trust), 3,720 (by trust), and 70,070 (limited partnership).

At what prices were PB shares sold?

Sales used weighted-average prices including $63.9025, $65.7338, and $66.9467, with footnotes noting price ranges for each group of trades.

What type of filing disclosed these PB insider transactions?

A Form 4 reported the insider transactions and updated beneficial ownership.

Is there any indication the trades were under a Rule 10b5-1 plan?

The excerpt includes the checkbox language, but it does not indicate that the box was checked.